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INTELLECTUAL PROPERTY PURCHASE AGREEMENT

INTELLECTUAL PROPERTY PURCHASE AGREEMENT

Definitions.

Intellectual Property Rights.

Closing.

Closing Date Payment.

Material Adverse Effect.

Material Contract.

Proration Date.

Affiliate of Seller.

Code.

 

1. Sale, Purchase and Transfer of Intellectual Property Rights.

1.1 Assets.

1.2 Assignment of Contracts.

1.3 Transferring Assets and Licenses.

 

2. Purchase Price.

 

3. Closing.

3.1 Documents to be Delivered by Seller.

3.2 Documents to be Delivered by Buyer.

3.3 Transfer Fees

 

4. Conduct of the Seller Pending Closing.

 

5. Representations of Seller. Seller represents to Buyer that:

5.1 Organization, Standing and Authority.

5.2 Authorization of Agreement; Authority.

5.3 Material Contracts.

5.4 Litigation., Compliance with Laws.

5.5 The Assets.
 

6. Representations of Buyer. Buyer represents to Seller as follows:

6.1 Buyer’s Organization.

6.2 Authorization of Agreement.

6.3 Consents of Third Parties.

6.4 Litigation.

 

7. Further Agreements of the Parties.

7.1 Access to Information.

7.2 Notice of Changes and Events.

7.3 Expenses.

7.4 Publicity.

7.5 Preservation of Records.

7.6 Buyer’s Due Diligence.

7.7 Conditions to Obligations of Seller.

7.8 Registration Rights.

 

8. Default; Remedies; Arbitration.

8.1 Default; Remedies.

8.2 Arbitration.

 

9. Indemnification and Related Matters.

9.1 Indemnification.

9.2 Defense of Claims by Third Parties.

 

10. Miscellaneous.

10.1 Entire Agreement.

10.2 Governing Law.

10.3 Notices.

10.4 Severability.

10.5 Further Assurances and Assistance.

10.6 Survival.

10.7 Waiver.

10.8 Binding Effect; Assignment.

10.9 Counterparts.

10.10 No Recordation.

10.11 No Presumptions.

 

IN WITNESS WHEREOF, The parties have executed this Agreement as of the Effective Date.